INDEMNITY AGREEMENTIndemnification Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2020, by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jonathan E. Baliff (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Genesis Park Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2020, by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Dave Davis (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2021 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2021, between Redwire Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between GENESIS PARK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
This REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), Genesis Park Holdings, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
Genesis Park Acquisition Corp. Houston, Texas 77007 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2022 • Redwire Corp • Guided missiles & space vehicles & parts
This Employment Agreement (“Agreement”) is made and entered into by and between Redwire Corporation, a Delaware corporation (the “Company”), and Jonathan E. Baliff (“Employee”) effective as of June 1, 2022 (the “Effective Date”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 25th, 2021 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of March 25, 2021 (the “Effective Date”), is made by and among (i) Genesis Park Acquisition Corp., a Cayman Islands exempted company (“PubCo”); (ii) Redwire, LLC, a Delaware limited liability company (together with any of its Permitted Transferees (as defined herein) that have executed a joinder to this Investor Rights Agreement, the “Partners” and each a “Partner”), (iii) Genesis Park Holdings, a Cayman Islands limited liability company (together with any of its Permitted Transferees that are party to this Investor Rights Agreement or have executed a joinder to this Investor Rights Agreement, the “Sponsor”) and (iv) the Persons listed as Other Holders on the signature pages hereto and each other Person who executes a joinder as an “Other Holder” (collectively, the “Other Holders”). Each of PubCo, the Partner(s), the S
Genesis Park Acquisition Corp. Houston, TX 77007Securities Subscription Agreement • September 25th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Genesis Park Holdings, a Cayman Islands exempted limited company (the “Subscriber” or “you”), has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 Shares of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units of Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AGREEMENT AND PLAN OF MERGER by and among GENESIS PARK ACQUISITION CORP., SHEPARD MERGER SUB CORPORATION COSMOS INTERMEDIATE, LLC and REDWIRE, LLC dated as of March 25, 2021Merger Agreement • March 25th, 2021 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 25, 2021, by and among Genesis Park Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (the “Company”), and Redwire, LLC, a Delaware limited liability company (“Holdings”). Acquiror, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, a limited liability company formed under the laws of the State of Delaware (the “Purchaser”).
GENESIS PARK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
ContractCredit Agreement • June 23rd, 2023 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
ContractEmployment Agreement • May 12th, 2023 • Redwire Corp • Guided missiles & space vehicles & parts
ContractInvestment Agreement • November 2nd, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
GENESIS PARK ACQUISITION CORP.Office Space and Administrative Services Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Genesis Park Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Genesis Park II LP (“Genesis Park”) shall take steps directly or indirectly to make available to the Company certain office space and secretarial and administrative services as may be required by the Company from time to time, situated at 2000 Edwards Street, Suite B, Houston, Texas 77007 (or any successor location). In exchange therefore, the Company shall pay Genesis Park (or an affiliate as directed by Genesis Park) a sum of $15,000 per m
REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEE)Restricted Stock Unit Award Agreement • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2021 • Genesis Park Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cosmos Intermediate, LLC, a Delaware limited liability company (“Cosmos”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into among Redwire, LLC, a Delaware limited liability company (“Redwire”), Cosmos, the Company and Shepard Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), whereby, among other things, (a) Merger Sub will merge with and into Cosmos (the “First Merger”), with Cosmos as the surviving company in the First Merger and (b) immediately following the First Merger, Cosmos will merge with and into the Company (the “Second Merger”), with the Company as the surviving company in the Second Merger. In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, following the Dom
ContractCredit Agreement • August 29th, 2024 • Redwire Corp • Guided missiles & space vehicles & parts
CREDIT AGREEMENTCredit Agreement • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 22nd, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Florida
This Separation and Release Agreement (this “Agreement”) is entered into by and between Andrew Rush (“Employee”) and Redwire Corporation, a Delaware corporation (the “Company”). AE Red Holdings, LLC, a Delaware limited liability company (“AE Holdings”) enters into this Agreement for the limited purposes of acknowledging and agreeing to Sections 2 and 10. Redwire Holdings, LLC a Delaware limited liability company (“Redwire Holdings”) enters into this agreement for the limited purposes of acknowledging and agreeing to Sections 7 and 10. Employee, the Company and Holdings are each referred to herein as a “Party” and together as the “Parties.”
REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.
REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEE)Restricted Stock Unit Award Agreement • August 9th, 2023 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Genesis Park Holdings, a Cayman Islands limited liability company (the “Purchaser”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • June 1st, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Florida
This Separation and Release Agreement (this “Agreement”) is entered into by and between William Read (“Employee”) and Redwire Corporation, a Delaware corporation (the “Company”). AE Red Holdings, LLC, a Delaware limited liability company (“Holdings”) enters into this Agreement for the limited purposes of acknowledging and agreeing to Sections 2 and 10. Employee, the Company and Holdings are each referred to herein as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 2021, is entered into by and among Cosmos Acquisition, LLC, a Delaware limited liability company (the “Buyer” and the “Lead Borrower”), Cosmos Finance, LLC, a Delaware limited liability company (the “Parent”), the other Borrowers party hereto from time to time, the other Guarantors party hereto from time to time, Adams Street Credit Advisors LP, as Administrative Agent (in such capacity, including any permitted successors thereto, the “Administrative Agent”) and as Collateral Agent (in such capacity, including any permitted successors thereto, the “Collateral Agent”), each lender party hereto (which shall constitute Required Lenders), and the First Amendment Term Lenders (as defined herein) party hereto.
REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEE)Performance-Based Restricted Stock Unit Award Agreement • August 9th, 2023 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 28, 2022 by and between Redwire Corporation, a Delaware corporation (the “Company”), BCC Redwire Aggregator, L.P., a Delaware limited...Registration Rights Agreement • November 2nd, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
Agreement and Plan of Merger by and among Redwire Corporation, Project Tin Man Merger Sub, Inc. Techshot, Inc., The Sellers Named Herein and The Sellers' Representative Named Herein Dated as of November 1, 2021Agreement and Plan of Merger • June 16th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 1, 2021, by and among (i) Redwire Corporation, a Delaware corporation ("Buyer"), (ii) Project Tin Man Merger Sub, Inc., a Delaware corporation ("Merger Sub"), (iii) Techshot, Inc., an Indiana corporation (the "Company"), (iv) the individuals executing a signature page hereto under the header "Sellers" (the "Sellers"), and (v) Mark S. Deuser, as representative for the Sellers ("Sellers' Representative").
Dear Genesis Park Holdings,Subscription Agreement • November 12th, 2020 • Genesis Park Acquisition Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Genesis Park Holdings (the “Company”) and [•] (“Subscriber”). The Company is the sponsor of Genesis Park Acquisition Corp. (the “SPAC”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). Capitalized terms used not but defined herein shall have the meanings ascribed to such terms in that certain Amended and Restated Limited Liability Company Agreement of the Company dated as of September 24, 2020 (the “LLC Agreement”).
Genesis Park Acquisition Corp. Houston, Texas 77007 Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • March 25th, 2021 • Genesis Park Acquisition Corp. • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Genesis Park Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (the “Company”), and Redwire, LLC, a Delaware limited liability company (“Holdings”), and hereby amends and restates in its entirety that certain letter agreement (the “Prior Letter Agreement”), dated November 23, 2020, by and among Acquiror, Genesis Park Holdings (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”). Capitalized terms used but not othe
ContractCredit Agreement • December 27th, 2023 • Redwire Corp • Guided missiles & space vehicles & parts
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 2, 2021, is entered into by and among Redwire Holdings, LLC, formerly known as Cosmos Acquisition, LLC, a Delaware limited liability company (the “Lead Borrower”), Redwire Intermediate Holdings, LLC, formerly known as Cosmos Finance, LLC, a Delaware limited liability company (the “Parent”), the other Borrowers party hereto from time to time, the other Guarantors party hereto from time to time, Adams Street Credit Advisors LP, as Administrative Agent (in such capacity, including any permitted successors thereto, the “Administrative Agent”) and as Collateral Agent (in such capacity, including any permitted successors thereto, the “Collateral Agent”) and each lender party hereto (which shall constitute the Required Lenders under the Credit Agreement).
Cosmos Parent, LLC c/o AE Industrial Partners, LLCEmployment Agreement • July 6th, 2021 • Genesis Park Acquisition Corp. • Guided missiles & space vehicles & parts
On behalf of Cosmos Parent, LLC (the “Company”), we are pleased to present this offer letter to you (the “Agreement”) summarizing the details related to the offer of employment for the position of Chairman and Chief Executive Officer of the Company. Subject to your execution of this Agreement, your employment with the Company will commence on immediately. This Agreement will be binding immediately upon its execution.
